Advantages of SPACs Over Traditional IPOs
Required SEC Filings: Proxy Statement/Form S-4
• The primary SEC filing relating to the de-SPAC transaction typically will be a
proxy statement.
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If the transaction is structured as a share exchange, where the SPAC's shares are
exchanged for the Target's shares, then a Form S-4 registration statement will be used,
and the S-4 will include a proxy statement/prospectus.
The disclosure requirements for the proxy statement and the Form S-4 are similar.
• The proxy statement contains the typical disclosures that would be required in
any public company M&A transaction requiring stockholder approval and all of
the typical disclosures provided in an IPO registration statement on Form S-1.
Timing: The parties will want to file the proxy statement (or Form S-4) as soon
as possible after the signing of the merger agreement.
Morgan Lewis
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